Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement, the Certificate of Ownership and Section 1110 of the CCC, automatically and without further action:
(a) Merger Sub shall be merged with and into the Company and the separate existence of Merger Sub shall cease.
(b) The Company shall continue as the Surviving Corporation in the Merger.
(c) The effect of the Merger will be as provided in Section 1107 of the CCC.
(d) All of the estate, properties, rights, privileges, powers and franchises of the Company and Merger Sub and all of their property, real, personal and mixed, and all debts due on whatever account to either of the Company or Merger Sub shall vest in the Surviving Corporation, without further act or deed, except as contemplated by this Agreement.
(e) The Surviving Corporation shall be responsible for all of the liabilities and obligations of each of the Company and Merger Sub and the liabilities of the Company and Merger Sub shall not be affected nor shall the rights of creditors thereof or of any Persons dealing with the Company or Merger Sub be impaired.
(f) (i) The articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided in the Surviving Corporation’s Organizational Documents and in accordance with the CCC, and (ii) the bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended as provided in Surviving Corporation’s Organizational Documents and in accordance with the CCC.
(g) The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation.
(h) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation, whereupon Buyer shall own all of the issued and outstanding capital stock of the Surviving Corporation.
(i) Each share of Company Preferred Stock issued and outstanding immediately prior to the ...
Terms and Conditions of Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall be merged with and into Newco, whereupon the separate existence of the Company shall cease (the “Reincorporation Merger”). Newco shall be the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) in the Reincorporation Merger and shall continue to be incorporated under the laws of the State of Maryland. The Reincorporation Merger shall have the effects specified in the MGCL and in the FBCA and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of the Company, and shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of the Company, including, without limitation, all outstanding indebtedness of the Company.
Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Agreement) as follows:
(a) On the Effective Date:
(i) The Michigan Company shall be merged with and into the Nevada Company to form a single corporation and the Nevada Company shall be, and is designated herein as, the Surviving Corporation;
(ii) The separate existence of the Michigan Company shall cease;
(iii) The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of Michigan;
(iv) The surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of the Merging Companies; and all property, real, personal, and mixed, including all trademark, trademark registrations and applications for registration of trademarks, and all debts due of whatever account, including subscriptions to shares, and all and every other interest, of or belonging to or due to the Merging Companies, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in the Merging Companies shall not revert or be in any way impaired by reason of the merger;
(v) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Merging Companies; any claim existing or action or proceeding pending by or against the Merging Companies may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Merging Companies;
(vi) neither the rights of creditors nor any liens on the property of the Merging Companies shall be impaired by the merger;
(vii) All corporate acts, plans, policies, contracts, approvals and authorizations of the Michigan Company, its stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be effective and binding thereon as the same were with respect to the Michigan Company.
(b) On the Effective Date, the Board of Directors of the Surviving Corporation and the members thereof, shall be ...
Terms and Conditions of Merger. The terms and conditions of the merger (in addition to those set forth elsewhere in this Agreement) are as follows:
(a) On the Effective Date of the merger:
(1) EZ shall be merged into EWI to form a single corporation, and EWI shall be designated herein as the Surviving Corporation.
(2) The separate existence of EZ shall cease.
(3) The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of the state of California.
(4) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, of each of the Constituent Corporations; all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all and every other interest, of or belonging to or due to each of the Constituent Corporation shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; any claim existing or action or proceeding pending by or against either of such Constituent Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporations shall be impaired by the merger.
(b) On the Effective Date of the merger, the board of directors of the Surviving Corporation shall consist of the members of the board of directors of EWI immediately prior to the merger, to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of California.
(c) On the Effective Date of the merger, the officers of the Surviving Corporation shall be the officers of EWI immediately prior to the merger, with such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have be...
Terms and Conditions of Merger. 2.1 Each share of common stock of Virtual-Utah ("Shares") shall, upon the effective date of the Plan, be converted into on share of common stock of Virtual-Nevada. On the effective date of the Plan, such shares so converted shall constitute all of the then issued and outstanding shares of common stock of the Surviving Corporation.
2.2 The separate existence of Virtual-Utah shall cease.
2.3 The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, powers and franchises as well of a public as of a private nature, and be subject to all of the restrictions, disabilities and duties of Virtual-Utah; and all and singular, the rights, privileges, powers and franchises of Virtual-Utah; and all property, real, personal and mixed, and all debts due to Virtual-Utah on whatever account as well for stock subscriptions as all other things in action or belonging to Virtual-Utah shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of Virtual-Utah, and the title to any real estate vested by deed or otherwise in Virtual-Utah shall not revert or be in any impaired by reason of the Plan; but all rights of creditors and all liens upon any property of Virtual-Utah shall be preserved unimpaired, and all debts, liabilities and duties of Virtual-Utah shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Specifically, but not by way of limitation, the Surviving Corporation shall be responsible and liable to dissenting stockholders of Virtual-Utah; and any action -or proceeding whether civil, criminal or administrative, pending by or against Virtual-Utah shall be prosecuted as if the Plan had not taken place, or the Surviving Corporation may be substituted in such action or proceeding.
2.4 All corporate acts, plans, policies, contracts, approvals and authorizations of Virtual-Utah and its stockholders, Board of Directors, committees, elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the effective time of the Plan shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be as effective and binding...
Terms and Conditions of Merger. Upon the Effective Date, pursuant to the Certificate of Merger and this Agreement:
(a) Target shall be merged with and into Sub and the separate existence of Target shall cease;
(b) Sub shall continue as the Surviving Corporation, organized under the laws of the State of Delaware, the authorized capital stock of which shall be 1,000 shares of Common Stock, par value $0.001 per share;
(c) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Sub in effect on the date hereof;
(d) the Surviving Corporation shall have as its By-Laws the By-Laws of Sub in effect on the date hereof;
(e) Parent will pay the sum of $5,000,000 by wire transfer to or on behalf of Target at the Closing (the “Cash Consideration”), to be used, along with all of Target’s cash on hand immediately prior to the Closing, for the purpose of paying or discharging (i) all of Target’s costs and expenses incurred in connection with the consummation of the transactions contemplated hereby, (ii) Target’s obligations at Closing under its 2005 Acquisition Bonus Plan, as amended (as amended, the “ABP”), (iii) all interest accrued through the Closing Date in connection with Target’s outstanding Senior Convertible Promissory Notes set forth on Schedule 1.2(e) in the aggregate principal amount of $14,000,000 (the “Bridge Notes”), and (iv) a portion of the outstanding principal amount of the Bridge Notes;
(f) immediately following the payment of a portion of the principal of the Bridge Notes as set forth in Section 1.2(e)(iv) above, all of the remaining outstanding principal amount of such Bridge Notes shall be converted into shares of Target’s Series D Redeemable Convertible Preferred Stock in accordance with the terms of such Bridge Notes and shall be cancelled, and certificates representing such shares of Target’s Series D Redeemable Convertible Preferred Stock shall be issued to the holders of the cancelled Bridge Notes;
(g) Parent shall issue 11,500,000 shares (the “Closing Shares”) of its common stock, par value $.03 per share (“Parent Stock”), which shall be valued based on the Average Trading Price (as defined in Section 18 below) and, subject to Section 1.2(o), shall be distributed among the holders of Target Capital Stock (as defined in Section 18 below) in accordance with the written instructions of Target delivered to Parent at or prior to the Closing, which instructions shall be based solely upon the terms and conditions of Target’s Restat...
Terms and Conditions of Merger. The terms and conditions of the Merger are (in addition to those set forth elsewhere in this Agreement) as follows:
Terms and Conditions of Merger. The Certificate of Incorporation of CAC at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and in accordance with the New Jersey Business Corporation Act (the "NJBCA"). The By-laws of CAC immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation and will continue in full force and effect until amended in the manner prescribed by the NJBCA. The officers and directors of CAC immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified.
Terms and Conditions of Merger. Subject to the terms and conditions of this Plan of Bank Merger, at the Effective Time, Mxxxxxxx shall be merged with and into Monarch pursuant to the provisions of, and with the effect provided under the laws of, the United States of America. At the Effective Time, the separate existence of Marshall shall cease and Monarch as the resulting institution, shall continue unaffected and unimpaired by the Merger.
Terms and Conditions of Merger. The effective date of merger shall be the latter of date upon which the Articles of Merger are filed with the Secretaries of State of Washington and Nevada. Upon the effective date of the merger, the separate corporate existence of Metaline shall cease; title to all real estate and other property owned by Metaline or HuntMountain shall be vested in HuntMountain without reversion or impairment; and the HuntMountain shall have all liabilities of Metaline and HuntMountain. Any proceeding pending by or against Metaline or HuntMountain may be continued as if such merger did not occur, or the Surviving Corporation may be substituted in the proceeding for Metaline.
